Filing Analysis
Knightscope, Inc. filed an 8-K to furnish its financial results for the second quarter ended June 30, 2026. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Second Quarter ended June 30, 2026.
- Filing date: August 12, 2026.
- The company is an 'emerging growth company' as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
Knightscope, Inc. issued an 8-K to announce preliminary, unaudited financial and operational results for the quarter ended June 30, 2026.
📋 Key Facts
- The filing is a press release regarding preliminary quarterly results (Item 2.02).
- Results are unaudited and subject to normal quarter-end closing procedures.
- Reporting date: July 20, 2026.
Knightscope entered into amended and restated employment agreements with its CEO (William Santana Li), CFO (Apoorv S. Dwivedi), and Chief Intelligence Officer (Mercedes Soria). The agreements establish new base salaries, target bonuses, and significant performance-based cash awards tied to market capitalization and operational milestones.
🚩 Red Flags
- Extremely high potential cash payouts ($123.5M aggregate) relative to typical micro-cap compensation structures.
- The performance awards are heavily weighted toward market capitalization, which can incentivize short-term stock price manipulation over long-term fundamental value.
📋 Key Facts
- New annual base salaries: CEO $610,500; CFO $440,000; CIO $440,000.
- Target annual cash bonuses are set at no less than 100% of base salary.
- Market Capitalization Performance Awards are tied to milestones of $500M, $1B, $2B, and $3B market cap, combined with revenue and Adjusted EBITDA goals.
- Aggregate potential cash awards: CEO $65M, CFO $35.75M, and CIO $22.75M.
- New stock option grants: CEO 1,243,116 shares; CFO 710,352 shares; CIO 355,176 shares, vesting over four years.
- Severance for 'Qualifying Termination' includes 12-18 months of salary; enhanced 'Change in Control' severance includes 24 months salary and 200% of target bonus.
Knightscope, Inc. filed an amended 8-K to provide historical financial statements and pro forma financial information regarding its acquisition of Event Risk, LLC, which closed on February 27, 2026.
📋 Key Facts
- Acquisition of all issued and outstanding membership interests of Event Risk, LLC (an Indiana limited liability company) closed on February 27, 2026.
- The transaction involved a Securities Purchase Agreement with Event Risk and Eric Rose (the Seller).
- This filing is an Amendment (8-K/A) to a report filed on March 3, 2026, specifically to include audited financial statements of Event Risk for the years ended December 31, 2024 and 2025.
- Unaudited pro forma condensed combined statements of operations were provided for the year ended December 31, 2025, and the quarter ended March 31, 2026.
Knightscope acquired Event Risk LLC for approximately $10.1 million in fixed cash, debt assumption, and deferred payments, plus 1.72 million shares and significant performance-based earn-outs. The acquisition marks a strategic pivot to integrate licensed human security personnel with Knightscope's autonomous robot platform.
🚩 Red Flags
- Significant deferred cash obligations ($4.0M) and debt assumption ($1.1M) create future liquidity requirements for a micro-cap entity.
- Potential dilution from the initial 1.72M shares plus future 'Equity Revenue Share' issuances capped at 2.5% of fully diluted shares.
- Strategic shift into labor-intensive security guarding services may pressure consolidated gross margins compared to a pure-play technology model.
📋 Key Facts
- Acquisition of 100% membership interests of Event Risk LLC completed on February 27, 2026.
- Total fixed consideration includes $5.0M closing cash, $1.1M debt assumption (Frost Bank), and $4.0M in deferred cash payments through 2028.
- Equity consideration of 1,724,418 Class A Common Stock shares issued at closing.
- Contingent consideration includes up to $2.0M for 2026 performance and a revenue share capped at $10.0M through 2031.
- Earn-out targets suggest Event Risk is expected to generate at least $35M in revenue with 10-20%+ gross margins in 2026.
Knightscope, Inc. held its annual meeting of stockholders on September 8, 2025. The results included the election of four directors and the ratification of BPM LLP as independent auditors.
🚩 Red Flags
- Low quorum participation (approx. 58.51%) may indicate lower shareholder engagement, though common in micro-cap companies.
📋 Key Facts
- Annual Meeting held on September 8, 2025.
- Quorum represented approximately 58.51% of outstanding shares (4,789,341 votes).
- William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie were elected to the Board of Directors.
- Proposal 2: Ratification of BPM LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2025 was approved with 4,635,986 votes FOR.
- Proposal 3: Approval of the first amendment to the 2022 Equity Incentive Plan to increase available Class A Common Stock shares.
Knightscope, Inc. has amended its bylaws to reduce the quorum requirement for stockholder meetings from a majority of voting power to one-third (33 1/3%) of the voting power.
🚩 Red Flags
- Reduction in quorum requirements can sometimes be used to facilitate corporate actions with minimal shareholder participation, though often it is a defensive measure against 'quorum busting'.
📋 Key Facts
- Effective date of amendment: July 18, 2025.
- Prior Quorum Requirement: Majority of votes that could be cast by all outstanding shares entitled to vote.
- Amended Quorum Requirement: One-third (33 1/3%) of the voting power of shares of stock which could be cast at a meeting.
- The change was adopted by the Board of Directors.
Knightscope, Inc. filed a prospectus supplement to its existing S-3 registration statement regarding an At The Market (ATM) offering of up to $50.0 million in Class A common stock.
🚩 Red Flags
- Potential dilution of existing shareholders through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to generate immediate liquidity, which can signal a need for cash to fund operations.
📋 Key Facts
- The filing relates to the issuance and sale of up to $50.0 million of Class A common stock.
- The offering is being conducted pursuant to an At The Market (ATM) Offering Agreement dated February 1, 2023.
- The agent for the offering is H.C. Wainwright & Co., LLC.
- The prospectus supplement relates to a registration statement on Form S-3 declared effective by the SEC on April 11, 2025.
Knightscope, Inc. has secured landlord consent for a sublease of 33,355 square feet in Sunnyvale, CA, which will serve as the company's new headquarters through June 2030.
🚩 Red Flags
- Long-term lease commitment ($6.14M) adds to fixed operational obligations.
📋 Key Facts
- Entered into Landlord Consent on April 9, 2025, regarding a sublease with Siemens Medical Solutions USA, Inc.
- The sublease covers 33,355 square feet of office space in Sunnyvale, California.
- The lease term expires on June 30, 2030.
- Total lease payments are approximately $6.14 million.
- The agreement includes provisions for rent abatement if premises are not delivered timely.
Knightscope, Inc. completed a registered direct offering of 625,000 shares at $2.75 per share to an institutional investor. The gross proceeds from the transaction total approximately $1.7 million, intended for working capital and general corporate purposes.
🚩 Red Flags
- Small offering size ($1.7M gross) suggests limited liquidity/capital runway for a micro-cap company.
- Use of proceeds is broadly defined as 'working capital and general corporate purposes,' which often signals immediate cash needs to cover operating expenses.
📋 Key Facts
- Offered 625,000 shares of Class A common stock at a price of $2.75 per share.
- Gross proceeds are approximately $1.7 million before fees and expenses.
- The offering was conducted via a registered direct offering under an existing shelf registration (Form S-3).
- H.C. Wainwright & Co., LLC served as the exclusive placement agent with a 6.0% cash fee plus $65,950 in legal/out-of-pocket expenses.
- The transaction closed on March 31, 2025.
- Includes a 60-day restriction on issuing common stock or equivalents following the closing.
Knightscope, Inc. released an updated corporate presentation providing preliminary unaudited financial estimates for the fiscal year ended December 31, 2024.
🚩 Red Flags
- Cash runway is extremely tight: The estimated cash balance ($11M) is roughly equal to the annual revenue ($11M), suggesting a potential liquidity crunch if burn rates remain high.
- Preliminary/Unaudited nature of data increases volatility and risk of future restatements or adjustments.
📋 Key Facts
- Estimated revenue for FY 2024: approximately $11 million.
- Estimated cash balance as of Dec 31, 2024: approximately $11 million.
- Financial figures are preliminary, unaudited, and subject to completion of closing procedures.
- The information was released via an updated corporate slide presentation (Exhibit 99.1).
Knightscope, Inc. announced the pricing of a public offering of Class A common stock and pre-funded warrants for approximately $12.1 million in gross proceeds. The offering is intended to raise capital through the issuance of securities at a price of $10.00 per share.
🚩 Red Flags
- Dilutive offering: The issuance of pre-funded warrants and new common stock will result in significant dilution for existing shareholders.
- Reliance on capital markets: The $12.1 million raise suggests a need for immediate liquidity to fund operations.
📋 Key Facts
- Gross proceeds from the offering are approximately $12.1 million.
- The offering consists of 393,659 shares of Class A common stock and pre-funded warrants to purchase 816,341 shares.
- Public offering price is $10.00 per share for stock and $9.999 per pre-funded warrant.
- Pre-funded warrants are exercisable immediately at an exercise price of $0.001 per share.
- Titan Partners Group LLC (division of American Capital Partners, LLC) acted as the sole bookrunner/underwriter.
- The offering is expected to close on or about November 25, 2024.
- Underwriters have a 30-day option to purchase up to an additional 181,500 shares/warrants.
Knightscope, Inc. has successfully regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The company maintained a stock price at or above the threshold for the required ten consecutive business days between September 16 and September 30, 2024.
🚩 Red Flags
- Historical context of delisting risk (the company was previously in non-compliance).
📋 Key Facts
- Nasdaq notified the company on October 1, 2024, that it has regained compliance with Nasdaq Listing Rule 5550(a)(2).
- The company met the requirement by maintaining a minimum bid price of $1.00 or higher from September 16, 2024, to September 30, 2024.
- A previous temporary exception granted by a Nasdaq Hearing Panel was set to expire on October 4, 2024.
- The compliance matter is now officially considered closed by Nasdaq.
Knightscope, Inc. has implemented a 1-for-50 reverse stock split for both Class A and Class B common stock following stockholder approval. The amendments also include the authorization of 'blank check' preferred stock and officer exculpation provisions.
🚩 Red Flags
- Implementation of a significant 1-for-50 reverse stock split (often used to maintain Nasdaq listing requirements or combat low share prices).
- Authorization of 'blank check' preferred stock, which can be used for rapid dilutive financing in the future.
📋 Key Facts
- Stockholders approved amendments to the certificate of incorporation on August 16, 2024.
- The Board selected a final reverse stock split ratio of 1-for-50 for both Class A and Class B Common Stock.
- The reverse stock split became effective at 5:00 p.m. ET on September 13, 2024.
- The company authorized 40,000,000 shares of 'blank check' preferred stock.
- Amendments include provisions for officer exculpation from breaches of fiduciary duty under Delaware law.
Knightscope, Inc. announced a 1-for-50 reverse stock split for both Class A and Class B Common Stock following stockholder approval at the annual meeting. The split is expected to become effective on September 13, 2024, with trading resuming on a split-adjusted basis on September 16, 2024.
🚩 Red Flags
- Significant reverse stock split (1-for-50) often used to combat low share prices and avoid Nasdaq delisting.
- The scale of the split (1-for-50) suggests a severe depletion in equity value or an urgent need to meet minimum bid price requirements.
📋 Key Facts
- Reverse stock split ratio: 1-for-50 for both Class A and Class B Common Stock.
- Effective date of the Reverse Stock Split: September 13, 2024, at 5:00 p.m. ET.
- Trading on a split-adjusted basis expected to commence: September 16, 2024.
- New CUSIP for Class A Common Stock: 49907V 201.
- Fractional shares will be settled via cash payments based on the closing price on September 13, 2024.
Knightscope, Inc. held its annual meeting of stockholders on August 16, 2024, where shareholders approved several key proposals, including the authorization for a reverse stock split.
🚩 Red Flags
- Approval of a reverse stock split (Proposals 3 and 4) is often used to combat low share prices and avoid Nasdaq delisting.
- Authorization of 40,000,000 shares of 'blank check' preferred stock provides management with significant flexibility for future dilutive financing.
📋 Key Facts
- Annual Meeting held on August 16, 2024, with approximately 70.4% of votes present/represented.
- Shareholders approved a reverse stock split for Class A Common Stock at a ratio between 1-for-5 and 1-for-50.
- Shareholders approved a reverse stock split for Class B Common Stock at the same ratio as Class A.
- All four nominees (William Santana Li, William G. Billings, Robert A. Mocny, and Melvin W. Torrie) were elected to the Board of Directors.
- BPM LLP was ratified as the independent registered public accounting firm for fiscal year 2024.
- Shareholders approved the authorization of 40,000,000 shares of 'blank check' preferred stock.
Knightscope entered into an agreement with Alto Opportunity Master Fund to issue a $3.0 million senior secured promissory note in exchange for the cancellation of previously issued warrants. This restructuring involves granting the holder a security interest in substantially all current and future company assets.
🚩 Red Flags
- Granting of a security interest in 'substantially all' company assets to a single creditor is a significant risk indicator for insolvency/restructuring.
- The repayment schedule is aggressive, with $3.0 million due within approximately 14 months, including a $500k trigger based on future capital raises.
- Termination of previous debt (2022 Notes) in exchange for new secured debt suggests a restructuring of existing liabilities to manage dilution or liquidity.
📋 Key Facts
- Issued a Senior Secured Promissory Note to Alto Opportunity Master Fund on August 1, 2024.
- Principal amount: $3.0 million due July 1, 2025.
- Repayment structure: $2.5 million in 11 monthly installments starting Sept 1, 2024; $500,000 due Oct 15, 2024 (or upon certain equity/debt issuances).
- The note is non-interest bearing unless an Event of Default occurs, at which point a 10% per annum interest rate applies.
- In exchange for the note, the Holder's 2022 Warrants and associated transaction documents (including 2022 Notes) are terminated/satisfied.
- The Company granted the Holder a security interest in substantially all current and future properties, assets, and rights of the Company.
Knightscope announced the automatic conversion of all Preferred Stock into Class A and Class B common stock as of May 15, 2024. This restructuring was triggered by a request from holders of a majority of the voting power and is intended to resolve a Nasdaq compliance issue regarding minimum stockholders' equity.
🚩 Red Flags
- Company was in non-compliance with Nasdaq Listing Rule 5550(b)(1) due to insufficient stockholders' equity (below $2.5 million).
- The resolution of the compliance issue is based on 'preliminary unaudited information and management estimates' rather than audited financials.
- Potential dilution/restructuring of capital structure via conversion of preferred stock into common equity.
📋 Key Facts
- On May 15, 2024 (the 'Preferred Stock Conversion Date'), all Super Voting Preferred Stock converted to Class B common stock.
- All Ordinary Preferred Stock converted to Class A common stock.
- As a result of the conversion, no shares of Preferred Stock remain outstanding.
- Prior to conversion, the company failed to meet Nasdaq's $2.5 million minimum stockholders' equity requirement as of March 31, 2024.
- Management estimates that the automatic conversion now allows the company to satisfy the Minimum Stockholders’ Equity Requirement.
Knightscope, Inc. has received a hearing letter from Nasdaq confirming that the company's appeal of its delisting determination is being heard. The delisting action is currently stayed pending a final decision by the Nasdaq Hearings Panel.
🚩 Red Flags
- Ongoing delisting threat from Nasdaq
- Previous delisting determination letter received on April 24, 2024
📋 Key Facts
- The Company received a 'Hearing Letter' from Nasdaq Listing Qualifications Hearings staff on May 1, 2024.
- The letter confirms receipt of the Company's appeal against the April 24, 2024 delisting determination letter.
- Delisting action is currently stayed pending a final decision by the Nasdaq Hearings Panel.
- A hearing with the Panel is scheduled for June 11, 2024.
Knightscope, Inc. received a delisting determination letter from Nasdaq because it failed to regain compliance with the $1.00 minimum bid price requirement by the April 23, 2024 deadline. The company intends to appeal the decision via a hearing request and is considering a reverse stock split as part of its compliance plan.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to meet minimum stockholders' equity requirements
- Potential for imminent trading suspension (May 3, 2024)
- Explicit mention of a potential reverse stock split to regain compliance
📋 Key Facts
- Received delisting determination letter from Nasdaq on April 24, 2024.
- Failed to meet the Minimum Bid Price Requirement (closing above $1.00/share).
- Ineligible for a further 180-day extension because it failed to meet minimum stockholders' equity requirements for the Nasdaq Capital Market.
- Trading suspension is scheduled for May 3, 2024, unless an appeal is filed by May 1, 2024.
- The company intends to request a hearing before a Nasdaq Hearing Panel to stay the delisting.
Knightscope, Inc. filed a prospectus supplement related to its existing 'At The Market' (ATM) offering program. This allows the company to issue and sell up to $6.4 million of Class A common stock from time to time.
🚩 Red Flags
- Potential dilution for existing shareholders due to the ATM offering mechanism.
- Continuous need for capital raising (ATM programs are often used by micro-cap companies to manage immediate cash flow needs).
📋 Key Facts
- The filing relates to a prospectus supplement for an S-3 Registration Statement (File No. 333-269493).
- The offering is part of an 'At The Market' (ATM) Offering Agreement dated February 1, 2023.
- The total amount available for issuance under this specific supplement is up to $6.4 million.
- The securities being registered are Class A common stock with a par value of $0.001 per share.
Knightscope, Inc. announced that stockholders approved an amendment to increase the authorized number of Class A Common Stock from 114 million to 228 million shares during a special meeting on April 5, 2024.
🚩 Red Flags
- Significant increase in authorized share count (doubling from 114M to 228M) typically precedes a dilutive equity offering or capital raise.
📋 Key Facts
- Stockholders approved increasing authorized Class A Common Stock from 114,000,000 to 228,000,000 shares.
- The amendment was effective upon filing with the Secretary of State of Delaware on April 5, 2024.
- Voting results: Proposal 1 received 129,796,706 votes 'FOR' and 16,669,683 'AGAINST'.
- Quorum was met with approximately 52.48% of outstanding shares represented at the meeting.
Knightscope, Inc. announced its full-year financial results for the fiscal year ended December 31, 2023. The filing serves as a formal announcement of earnings via an attached press release.
📋 Key Facts
- Report date: April 2, 2024
- Reporting period: Full year ended December 31, 2023
- The company is classified as an 'emerging growth company'
- Financial results were furnished via Exhibit 99.1
Knightscope, Inc. released an updated corporate slide presentation disclosing preliminary unaudited revenue for the fiscal year ended December 31, 2023.
🚩 Red Flags
- Revenue figures are preliminary, unaudited, and subject to change upon final audit/closing.
📋 Key Facts
- Reported preliminary revenue for FY 2023 was $12.8 million.
- Revenue figures are based on unaudited information and management estimates.
- The company's independent accounting firm has not audited or reviewed these preliminary estimates.
- Information is subject to completion of financial closing procedures.
Knightscope, Inc. filed this 8-K to provide actual notice of a legal action (Capybara Action) against Capybara Research et al., following a court order from the U.S. District Court for the Southern District of New York.
📋 Key Facts
- The filing is pursuant to an Order by The Honorable Denise L. Cote in Case No. 1:23-cv-11050-DLC.
- The purpose is to satisfy constitutional requirements of actual notice under Rule 4(f)(3) of the Federal Rules of Civil Procedure.
- The company is serving summons and complaint via this Form 8-K and an attached press release.
- Exhibits include a Press Release (99.1), Summons (99.2), Complaint (99.3), and Court Order (99.4).
Knightscope, Inc. announced a significant board reshuffle involving the appointment of three new directors and the resignation of three existing directors. The new appointees include individuals with deep experience in finance (GlobalFoundries/Airbnb) and government security (DHS).
🚩 Red Flags
- High turnover in board composition (three departures and three appointments simultaneously).
- Significant equity compensation granted immediately upon appointment (100k shares per director).
📋 Key Facts
- Appointed William G. Billings, Robert A. Mocny, and Melvin W. Torrie to the Board effective February 19, 2024.
- William G. Billings appointed as Chair of both the Compensation and Audit Committees; previously VP Finance/CAO at GlobalFoundries.
- Robert A. Mocny brings significant DHS and security technology expertise.
- Melvin W. Torrie brings experience in autonomous vehicles and robotics from ASI.
- Each new director was granted an initial option to purchase 100,000 shares of Class A Common Stock vesting on February 20, 2024.
- Patricia Howell, Linda Keene Solomon, and Patricia L. Watkins resigned from the Board effective February 19, 2024.
- The company stated that none of the resignations were due to disagreements with operations, policies, or practices.
Knightscope, Inc. announced the departure of its CFO, Mallorie Burak, effective January 11, 2024, and the subsequent appointment of Apoorv S. Dwivedi as the new Executive Vice President and CFO.
🚩 Red Flags
- CFO departure (Mallorie Burak) can sometimes signal internal friction or disagreements over financial reporting, though not explicitly stated here.
- Management restructuring/consolidation: The CEO is taking on additional responsibilities (President), which may indicate a lean management structure or transition period.
📋 Key Facts
- Mallorie Burak resigned as President and CFO on January 11, 2024, to pursue another professional opportunity.
- Apoorv S. Dwivedi was appointed Executive Vice President and Chief Financial Officer, effective January 11, 2024.
- William Santana Li re-assumed the role of President in addition to his existing duties as Chairman and CEO.